Diffblue End User License Agreement (EULA)

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Diffblue End User License Agreement (EULA) US

THIS EULA GOVERNS CUSTOMER’S ACQUISITION AND USE OF DIFFBLUE PRODUCTS AND SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF DIFFBLUE PRODUCTS OR FOR THE COMMUNITY VERSION, THE APPLICABLE PROVISIONS OF THIS EULA WILL ALSO GOVERN THAT FREE TRIAL OR THAT COMMUNITY VERSION.

CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THIS EULA BY EITHER (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS EULA, OR (3) USING THE DIFFBLUE PRODUCTS UNDER A FREE TRIAL OR USING A COMMUNITY VERSION.

IF THE INDIVIDUAL ACCEPTING THIS EULA IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

IF THE INDIVIDUAL ACCEPTING THIS EULA DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS EULA AND MAY NOT USE THE DIFFBLUE PRODUCTS.

This EULA is effective between Customer and Diffblue as of the date of Customer’s accepting this EULA (the “Effective Date”). This EULA, any Order Forms hereunder, and any addenda or supplements to the foregoing collectively comprise this “Agreement”.

1. Definitions

1.1 “Affiliate” means any entity controlling, controlled by, or under common control with a party. An entity is deemed to “control” if it owns, directly or indirectly, in excess of 50% of voting power, issued share capital or other securities of the entity.

1.2 “Community Version” means a license to use the Diffblue Cover Community Edition software solely to write unit tests for Java code. This is a free of charge license.

1.3 “Confidential Information” means any information expressly identified as confidential or which would reasonably be considered confidential or proprietary under the circumstances, including but not limited to product roadmaps, source code, know-how and trade secrets. Without limiting the foregoing, the Diffblue Product, Documentation and Services (including any deliverables of such Services such as training materials) shall be deemed the Confidential Information of Diffblue, and the Customer Content shall be deemed to be your Confidential Information.

1.4 “Customer” or “You” means: (i) in the case of an individual accepting this EULA on his or her own behalf, such individual; or (ii) in the case of an individual accepting this EULA on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this EULA, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.

1.5 “Customer Content” means code owned by you or your Affiliates that you run through the Diffblue Product.

1.6 “Diffblue” means the company registered in England with number 09958102, with its registered office and principal place of business at 5 New Street Square, London, EC4A 3TW, United Kingdom.

1.7 “Diffblue Product” means the software program (in object code form) ordered and purchased by Customer under an Order Form or online purchasing portal, or under a free trial, or the Community Version made available by Diffblue.

1.8 “Documentation” means the end-user documentation for the Diffblue Product as made commercially available and provided by Diffblue.

1.9 “Entitlement” means the number of instances or other applicable units for which you are licensed to use the Diffblue Product, as specified on the relevant Order Form.

1.10 “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

1.11 “Order Form” means an ordering document or online order specifying the Diffblue Products and Services purchased by Customer hereunder that is entered into between Customer and Diffblue or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this EULA as if it were an original party hereto and references to Customer herein will refer to the relevant Affiliate for purposes of such Order Form. The Agreement is made up of this EULA, any and all Order Forms and any addenda or supplements thereto.

1.12 “Services” means training, installation, configuration, or other services ancillary to the Diffblue Product ordered by Customer under an Order Form or online purchasing portal.

1.13 “Subscription Term” means the period for which you are granted a license to use the applicable Diffblue Products and Services, as described in Clause 4.2.

1.14 “Update” means a version or release of the Diffblue Product intended to have updated functionality, a software maintenance update, a patch or a bug-fix (as indicated by a number change to the right of the decimal point e.g. v 1.1, 1.2, 1.3).

1.15 “Upgrade” means a version or release of the Diffblue Product encompassing substantially new or enhanced features or functionality.

1.16 “User” means an individual who produces, consumes, runs or otherwise uses test code written by Diffblue’s product.

2. Scope

2.1 Provision of Products. You agree to be bound by this EULA through your use of Diffblue Products, or your express agreement to this EULA. If you do not have authority to enter into this EULA or You do not agree with its terms, do not use Diffblue Products.

3. License

3.1 License Grant. Subject to your payment of the fees when due (as applicable) and your compliance with the terms and conditions of this Agreement, Diffblue grants you a non-exclusive, non-sublicensable, non-transferable, limited term license to use the Diffblue Product during the applicable Subscription Term solely for your internal business purposes on code developed by you and your Affiliates. The Diffblue Product may contain third party components with separate notices and licensing terms with which you must comply, as specified in the Documentation.

3.2 Restrictions. You must not: (i) publicly display, publicly perform, translate or create derivative works of the Diffblue Product; (ii) (except as expressly provided by Clause 3.3) distribute, sell, sublicense, lease, rent, loan, assign, transfer or otherwise make the Diffblue Product available to any third party or use the Diffblue Product for the benefit of any third party; (iii) (except to the extent that this restriction is prohibited by applicable law) modify, adapt, alter, copy, reverse engineer, decompile, make error corrections, disassemble, or otherwise attempt to derive the source code for the Diffblue Product in whole or in part; (iv) disclose any performance information or analysis (including benchmarks) relating to the Diffblue Product to a third party; (v) remove, alter, obscure or destroy any proprietary notices on the Diffblue Product, or produce copies of the Diffblue Product which do not contain such notices; (vi) access the Diffblue Products for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking, nor use output for such purposes; (vii) use the Diffblue Product or any output from the Diffblue Product for training machine learning models nor for any other machine learning purposes, nor to create a competitive product; or (viii) use the Diffblue Product in any manner other than as described in the Documentation, this Agreement or the relevant Order Form. For free trials you agree to delete all output prior to or on expiry or termination of the free trial period.

3.3 Transactional Emails. By agreeing to this EULA, you consent to receiving transactional emails related to your use of our service, which may include, but are not limited to account registration confirmation, order confirmations and receipts, subscription and billing notifications, security alerts and updates, service-related announcements. These transactional emails are necessary for the operation of your account and the services provided, and are not promotional in nature. You acknowledge and agree that you will receive such emails as part of the ongoing use of the service, and that these communications are essential for the delivery of the service. You may not opt out of receiving transactional emails, although you may manage the communication preferences for marketing or non-essential updates through your account settings.

3.4 Third Parties. Diffblue agrees that your Affiliates and your service providers may use the Diffblue Product provided that: (i) use by service providers is limited solely to providing services to you and your Affiliates; (ii) the Affiliates and service providers comply with this Agreement; and (iii) you will be liable for the acts and omissions of any such Affiliates and service providers as though such acts and omissions were your own.

3.5 Ownership. The Diffblue Product, Documentation, and all Intellectual Property Rights therein, are and shall remain the exclusive property of Diffblue (and its licensors and contributors). Except for the rights expressly granted under this Agreement, (i) Diffblue (and its licensors and contributors) reserves all right, title and interest in and to the Diffblue Product, Services, Documentation and all Intellectual Property Rights therein, and (ii) no right, title, interest or license in or to the Diffblue Product, Services, Documentation or any other Intellectual Property Rights is granted, assigned or transferred to you, whether by implication, inducement, estoppel or otherwise. The Diffblue Product is licensed, not sold or given.

3.6 Suggestions. If you provide Diffblue with any suggestions or other input relating to the Diffblue Product, you (i) grant Diffblue an irrevocable, perpetual, worldwide, fully paid, royalty-free, sub-licensable and transferable license to use such suggestions and input for any purpose, and (ii) warrant that Diffblue's use of such suggestions and input does not infringe the Intellectual Property Rights of any third party.

3.7 Export Control. The Diffblue Product, Documentation, Services, Updates, Upgrades, and technical assistance and data related to the above, may be or may become subject to export controls laws, regulations, sanctions, and trade embargoes of the United States, United Kingdom, and European Union and other countries in which the Diffblue Product is used. The Parties agree and acknowledge that the License is granted subject to any restrictions concerning the export of goods, software, or technology (including technical assistance and technical data) from the United States, United Kingdom, and European Union and other countries that may be imposed on Diffblue from time to time. Nothing in this Agreement will require Diffblue to provide any goods, software, or technology to you, any of your Affiliates, or any other party other than as permitted by all applicable export controls laws, regulations, sanctions, and trade embargoes.

4. Term

4.1 Subscription Term. The Subscription Term is: (A) for those Diffblue Products and Services purchased by you, the term of the license specified on the relevant Order Form; or (B) for a free trial, until the earlier of (i) expiry of that period for which you subscribed or which Diffblue informs you of when you register for the free trial or (ii) the start date for the Diffblue Products which you purchase as set out in the applicable Order Form for such purchase; and/or (C) for the Community Version, for the period which Diffblue informs you of when you register for Community Version.

4.1.1 Suspension. As an alternative to termination, Diffblue may (at its discretion) elect to suspend the license grant for the Diffblue Product until such time as the default or arrears are remedied by you, or Diffblue elects to terminate the Agreement. For the avoidance of doubt, the Subscription Term shall continue to be exhausted and fees shall continue to be payable during any such period of suspension.

4.1.2 Subscription Renewal. Your subscription will automatically renew for the renewal period indicated on the order You placed with Diffblue, unless (i) You notify Diffblue in writing at least 45 days before the end of Your then-current term; or (ii) You elect not to auto-renew at the time of the initial Order.

4.2 Termination by Diffblue. Without affecting any other right or remedy available to it, Diffblue may terminate this agreement with immediate effect by giving written notice to you if:

4.2.1 You or your Affiliates are or become designated by the United States, United Kingdom, European Union, or any other country in which Difflblue is used as being subject to sanctions or any trade embargoes.

4.2.2 Diffblue's grant of the License; its supply of the Diffblue Product, Documentation, Updates, or Services; or its performance of any its obligations under this Agreement become prohibited or unlawful as a result of imposition of export controls laws, regulations, sanctions, and trade embargoes, or breaking off of diplomatic relations.

4.2.3 You breach your obligation in clause 10.3 or any warranty given by you in clause 10.3 of this Agreement is found to be untrue or misleading.

4.2.4 You take or have taken against you (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause.

4.2.5 You suspend or cease, or threaten to suspend or cease, carrying on business.

4.3 Effects of Termination. Upon expiry or termination of the Subscription Term, you must immediately (i) pay any and all fees outstanding; (ii) cease use of the relevant Diffblue Product; (iii) destroy the relevant Diffblue Product and Documentation (and all copies thereof); (iv) return or destroy any Diffblue Confidential Information; and (v) certify upon request that you have complied with the foregoing obligations.

4.4 Survival. Clauses 3, 4, 6, 7.3, 8, 9 and 10 shall survive expiry or termination of this Agreement for any reason. Expiration or termination of this Agreement will not affect any liability of a party that has accrued prior to such expiration or termination.

5. Maintenance

5.1 Maintenance. Except for free trials, Diffblue will make available to you any Updates that it makes generally available at no charge to its customers and users, in accordance with its normal Update cycle. Updates and Upgrades are provided for free trials solely at the discretion of Diffblue.

6. Confidentiality and Data Protection.

6.1 Obligations. A receiving party (the “Recipient”) shall maintain the confidentiality of all Confidential Information of the disclosing party (the “Discloser”) and shall not use such Confidential Information other than as necessary for the exercise of its rights and performance of its obligations under this Agreement or as otherwise permitted herein. The Recipient shall not disclose Confidential Information to any third party without the Discloser’s prior written consent save for those professional advisors, Affiliates, directors, officers, employees, agents, suppliers, and contractors who have entered into a written agreement with the Recipient that is no less protective of the Discloser’s Confidential Information than this Agreement and who have a need to know such information. The Recipient shall assume liability for use of the Confidential Information by such persons. The Recipient shall use the same measures to protect the Discloser’s Confidential Information that it uses to protect its own confidential information, but in no event less than reasonable measures.

6.2 Exclusions. The restrictions of this Clause 6 shall not apply to information that: (i) is independently developed by the Recipient without any access to the Confidential Information of the Discloser; (ii) becomes known to the Recipient, without restriction, from a third party without breach of any confidentiality obligation to the Discloser; or (iii) is or comes in the public domain through no act or omission of the Recipient.

6.2.1 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent legally required by a valid court order or as otherwise required by law, provided that it provides reasonable prior notice to the Discloser of any disclosure to be made pursuant to such order or requirement (to the extent permitted by law) and cooperates with the Discloser's reasonable efforts to limit such disclosure or obtain assurance of confidential treatment of any Confidential Information to be disclosed. The Recipient will disclose only that part of such Confidential Information as is required by law to be disclosed.

6.3 Personal Data. Diffblue processes certain personal data for the purposes outlined in the privacy notice at https://www.diffblue.com/privacy/. Such purposes include customer account management, financial accounting, sending you communications related to the Diffblue Product, and conducting export control and other compliance checks. Unless expressly agreed otherwise in a separate data processing agreement between the parties, Diffblue is not required to act as a processor on your behalf and you will not submit personal data to Diffblue for processing on your behalf.

7. Limited Warranty

7.1 Warranty Period. Subject to Clause 7.2, for a period of thirty (30) days from the commencement of the initial Subscription Term (the “Warranty Period”), Diffblue warrants to you that the Diffblue Product, when used as permitted under this Agreement and in accordance with the Documentation, will operate in conformity with the Documentation. If you notify Diffblue in writing of any suspected breach of the warranty in this Clause 7.1 during the Warranty Period, Diffblue shall, at Diffblue's sole option, and as your sole and exclusive remedy: (i) repair or replace the Diffblue Product within a reasonable period, or (ii) terminate your subscription to the Diffblue Product and provide a pro rata refund of fees paid for the period after termination. A repaired or replaced Diffblue Product shall be warranted for the remainder of the original Warranty Period only.

7.2 Warranty Exclusions. The warranty in Clause 7.1 shall not apply if, in Diffblue’s reasonable opinion: (i) the non-conformity cannot be verified and replicated by Diffblue; (ii) the non-conformity is due to issues, deficiencies, or incompatibilities with your IT system, network, materials or other software, or your negligence, misuse, or abuse of the Diffblue Product; (iii) you have used the Diffblue Product inconsistently with this Agreement or the Documentation; (iv) the Diffblue Product has been modified or altered in any way except by Diffblue; (v) you have not installed Updates made available by Diffblue or taken actions recommended by Diffblue; or (vi) the issue otherwise results from a cause outside of Diffblue’s reasonable control. The warranty in Clause 7.1 shall not apply to any use in a free trial or Community Version.

7.3 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY IN CLAUSE 7.1, THE DIFFBLUE PRODUCT, DOCUMENTATION AND SERVICES ARE PROVIDED “AS IS” AND DIFFBLUE (AND ITS SUPPLIERS, LICENSORS AND CONTRIBUTORS) MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES RELATING TO MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ABILITY TO ACHIEVE A PARTICULAR RESULT AND REASONABLE CARE AND SKILL WHICH ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. DIFFBLUE DOES NOT WARRANT THAT THE DIFFBLUE PRODUCT, DOCUMENTATION, OR SERVICES WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION, WILL IDENTIFY ALL VULNERABILITIES OR WILL IDENTIFY ALL UNIT TESTS. TO THE EXTENT THAT DIFFBLUE CANNOT DISCLAIM ANY SUCH WARRANTY UNDER APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED UNDER SUCH LAW. YOU ARE SOLELY RESPONSIBLE FOR TESTING AND VALIDATING ANY OUTPUTS OF YOUR USE OF THE DIFFBLUE PRODUCTS AND FOR YOUR USE AND DEPLOYMENT OF ANY SUCH OUTPUTS.

8. Limitation of Liability.

8.1 EXCLUSION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUBJECT TO CLAUSE 8.3, NEITHER PARTY (NOR THEIR SUPPLIERS, LICENSORS AND CONTRIBUTORS) WILL BE LIABLE UNDER ANY CIRCUMSTANCES WHATSOEVER TO THE OTHER PARTY (OR ANY PERSON CLAIMING UNDER OR THROUGH IT), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS. IN PARTICULAR, BUT WITHOUT LIMITATION, DIFFBLUE SHALL NOT BE LIABLE FOR (i) ANY LOSS OF PROFITS; (ii) ANY LOSS OR CORRUPTION OF DATA; (iii) ANY LOSS OR CORRUPTION OF COMPUTER SOFTWARE OR SYSTEMS; (iv) ANY LOSS OR DAMAGE TO EQUIPMENT; (v) ANY LOSS OF CONTRACT OR BUSINESS OPPORTUNITY; (vi) ANY BUSINESS INTERRUPTION; (vii) ANY LOSS OF SAVINGS (WHETHER ACTUAL OR ANTICIPATED); (viii) ANY HARM TO REPUTATION OR LOSS OF GOODWILL; (ix) ANY COST OF SUBSTITUTE SOFTWARE, GOODS, OR SERVICES.

8.2 LIABILITY CAP. FOR PURCHASED DIFFBLUE PRODUCTS AND SERVICES, SUBJECT TO SECTIONS 8.1 AND 8.3, NEITHER PARTY’S TOTAL CUMULATIVE LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, WILL EXCEED AN AMOUNT EQUIVALENT TO THE FEES PAID BY YOU FOR THE DIFFBLUE PRODUCT OR SERVICES IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. FOR FREE TRIALS AND THE COMMUNITY VERSION, DIFFBLUE WILL HAVE NO LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY LAW. TO THE EXTENT SUCH LIMIT IS UNENFORCEABLE UNDER APPLICABLE LAW, DIFFBLUE’S TOTAL LIABILITY WITH RESPECT TO THE DIFFBLUE PRODUCTS PROVIDED DURING THE FREE TRIAL OR IN RESPECT OF THE COMMUNITY VERSION (AS APPLICABLE) SHALL BE LIMITED TO FIVE HUNDRED DOLLARS. THE DISCLAIMERS AND LIMITATIONS OF LIABILITY HEREUNDER ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH DIFFBLUE WOULD NOT BE WILLING TO OFFER UNPAID ACCESS TO THE DIFFBLUE PRODUCTS VIA A FREE TRIAL OR COMMUNITY VERSION.

8.3 NON-EXCLUDED LIABILITIES. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT: (i) YOUR LIABILITY FOR BREACH OF THE OBLIGATIONS UNDER CLAUSES 3.2, 6, 9.5, OR 10.3 OR ANY VIOLATION OF DIFFBLUE’S INTELLECTUAL PROPERTY RIGHTS; (ii) YOUR OBLIGATION TO PAY FEES FOR THE DIFFBLUE PRODUCT WHEN DUE; (iii) A PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; (iv) A PARTY’S LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION; OR (v) ANY OTHER MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL TO EXCLUDE OR RESTRICT LIABILITY.

9. Indemnification

9.1 Diffblue’s Obligation. Except for free trials and the Community Version in respect of which Diffblue provides no indemnifications and to which this Clause 9 does not apply, and subject to Clauses 9.2 to 9.4 inclusive, Diffblue will (i) defend and/or settle at its own expense any action brought against you by a third party, to the extent based upon a claim that the Diffblue Product licensed hereunder infringes any third party's copyright, database rights, and registered trademarks in the United States or the United Kingdom (the “Claim”), and (ii) indemnify you against any costs and damages finally awarded against you that are specifically attributable to such Claim, or those costs and damages agreed to by Diffblue in a monetary settlement of such Claim.

9.2 Your Obligation. You must: (i) notify Diffblue promptly in writing of such Claim; (ii) not make any admission of liability, agreement, or compromise without the prior written consent of Diffblue; (iii) give Diffblue sole control of the defence of the Claim and any related counterclaim or settlement negotiations; (iv) provide reasonable cooperation and assistance in such defence, counterclaim, and settlement at Diffblue’s expense. You may also participate in the defence with counsel of your own choice at your own expense.

9.3 Remedies. If the Diffblue Product is or is likely to be the subject of a Claim, then Diffblue may (at its option and expense) either (i) procure the right for you to use the affected Diffblue Product; (ii) replace or modify the affected Diffblue Product so that it becomes non-infringing; or (iii) terminate your subscription to the affected Diffblue Product and provide a pro rata refund of fees which relate to the period after termination.

9.4 Exclusions. Diffblue will have no obligation under this Clause 9 or otherwise to the extent that any claim is based upon: (i) third party open source software; (ii) use of the Diffblue Product other than in accordance with this EULA, the Order Form, or the Documentation; (iii) use of the Diffblue Product in combination with any other product, equipment, software, or data not provided by Diffblue, including without limitation any Customer Content; (iv) modification of the Diffblue Product by anyone other than Diffblue; or (v) use of the affected Diffblue Product after Diffblue has provided one of the remedies under Clause 9.3. The indemnity given under this Clause 9 shall be your sole and exclusive remedy in respect of any infringement.

9.5 Customer Indemnity. You agree to indemnify and hold Diffblue harmless from: (i) any claim or action alleging that Customer Content or other materials provided by you infringe the Intellectual Property Rights of or breach confidentiality obligations to a third party; (ii) any claim or action alleging that your Customer Content or use of the Diffblue Product breaches applicable laws or regulations; (iii) any breach of Clause 10.3; and (iv) any claim or action arising from your use or dissemination of any output generated by your use of the Diffblue Products.

10. General

10.1 Notices. All notices to Diffblue must be sent by registered post or courier to Diffblue's registered address, with a copy by email to legal@diffblue.com. Diffblue will deliver all notices to your registered address unless you notify Diffblue of an alternative address. Email notices will be effective on delivery and postal or courier notices will be effective two (2) working days from sending.

10.2 Parties. The parties are independent. This Agreement does not create an agency, employment, joint venture, partnership, or other relationship. This Agreement does not confer any rights on any person that is not a party to this Agreement.

10.3 Export. You must comply with all applicable export and import control laws, regulations, sanctions and trade embargoes of the United States, United Kingdom, European Union, and foreign jurisdictions in which the Diffblue Product is used. You must not export or re-export the Diffblue Product: (i) without all required United States, United Kingdom, European Union and foreign government licenses; or (ii) to any person in the non-government controlled Ukrainian Territory, Russia, Belarus, Cuba, Eritrea, Iran, Iraq, North Korea, or Syria. +You represent and warrant on each day of the License that neither you nor, to your knowledge, any director, officer, or employee of you or your Affiliates is a person who is, or has been:

10.3.1 subject to any sanctions or trade embargoes administered by any national sanctions authority; or

10.3.2 located, organised, or resident in a country or other territory that is, or whose government currently is, subject to any sanctions or trade embargoes;

10.3.3 directly or indirectly owned or controlled by any person subject to any sanctions or trade embargoes or any person located, organised, or resident in a country or other territory that is, or whose government currently is, subject to any sanctions or trade embargoes.

10.4 Assignments. You may not assign or transfer any of your rights or obligations under this Agreement. Diffblue may assign, transfer, or subcontract all or any of its rights or obligations under this Agreement. This Agreement will bind and inure to the benefit of each party’s permitted successors, transferees, and assigns.

10.5 Anti-bribery. Each party warrants that it shall comply with the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, and any other anti-bribery and anti-corruption laws to the extent applicable.

10.6 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.7 Severability. If any provision of this Agreement is deemed to be invalid, unenforceable, or illegal, such provision will be modified to achieve the objectives of such provision. If modification is not possible, the relevant provision shall be deleted. Any modification or deletion under this Clause shall not affect the validity and enforceability of the rest of this Agreement.

10.8 Force Majeure. Diffblue shall not be liable for any failure or delay in performance caused by reasons beyond its reasonable control, including without limitation: (i) unavailability, reduced performance, failure or delay of a supplier, utility service provider or telecommunications network; (ii) explosion, terrorist attack, war, riot, civil commotion, or malicious damage; (iii) compliance with any law or governmental order; (iv) fire, flood, storm, act of God, epidemic, or other natural disaster; (v) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, or armed conflict; or (vi) imposition of sanctions, embargos, or breaking off of diplomatic relations. In such event, the time for performance shall be extended for the period of delay or inability to perform.

10.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this EULA, and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).

10.10 Governing Law. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including but not limited to non-contractual disputes or claims) will be governed by the laws of the State of Delaware, without regard to its conflicts of law rules.

10.11 Jurisdiction. The parties hereby submit to the exclusive jurisdiction of the state or federal courts in Wilmington, Delaware to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including but not limited to non-contractual disputes or claims). You acknowledge that any actual or threatened disclosure of Diffblue Confidential Information or infringement of Diffblue Intellectual Property Rights will constitute immediate and irreparable harm to Diffblue for which monetary damages would be an inadequate remedy and for which Diffblue will be entitled to seek injunctive relief. Nothing in this Clause will prevent Diffblue from seeking injunctive relief, protecting its Intellectual Property Rights and Confidential Information, or recovering overdue payments from any court of competent jurisdiction.

Diffblue EULA US v03.12.24

Diffblue End User License Agreement (EULA) UK-EU-RoW